What is the purpose of this meeting and these materials?
We are providing these proxy materials in connection with the solicitation by our board of directors of proxies to be voted at the 2021 Annual Meeting and any adjournments or postponements of the meeting.
At the Annual Meeting, you will be asked to vote on the following matters:
Proposal 1: Election of four Class III directors to hold office until the 20232024 annual meeting of stockholders and until their respective successors have been duly elected and qualified;
Proposal 2: Ratification of the appointment of Deloitte and Touche LLP as our independent registered public accounting firm for the current fiscal year ending January 2, 2021;1, 2022;
Proposal 3: Approval, in a non-binding advisory vote, of our compensation paid to our named executive officers;
Proposal 4: Approval, in a non-binding advisory vote, on whether the frequency of the stockholder vote on our executive compensation should be every one, two or three years; and
Any other business that may properly come before the 2021 Annual Meeting or any adjournments or postponements thereof.
What are the voting recommendations of the board of directors on these matters?
The board of directors recommends that you vote your shares as follows:
Proposal 1: FOR each of the board’s four nominees for the board of directors;
Proposal 2: FOR the ratification of the appointment of Deloitte and Touche LLP as our independent registered public accounting firm for the current fiscal year ending January 2, 2021;1, 2022; and
Proposal 3: FOR the approval, on an advisory basis, of our Named Executive Officer compensation;
Proposal 4: FOR a frequency of every year for future advisory votes to approvenamed executive officer compensation.
Are all of the Company’s directors standing for election to the board of directors at the Annual Meeting?
No, only our Class III directors are standing for re-election at this time. Our Class II directors will stand for election in 2021 and our Class III directors will stand for election in 2022.2022 and our Class I directors will stand for election in 2023.
Why is the 20202021 Annual Meeting being held online?
Due to the public health impact of the coronavirus outbreakpandemic (COVID-19) and to support the health and well-being of our stockholders and other participants at the 2021 Annual Meeting, our board of directors has determined to hold our 20202021 Annual Meeting via live webcast. This virtual meeting will provide the same rights and advantages that would be provided by a physical meeting. Stockholders will be able to present questions online during the meeting, providing our stockholders with the opportunity for meaningful engagement with the Company.
Who is entitled to vote at the Annual Meeting?
TheIf at the close of business on April 12, 2021, you were a stockholder of record date foror held shares through a bank, broker or other intermediary, you may vote your shares on the matters presented at the 2021 Annual Meeting is April 13, 2020.Meeting. You have one vote for each share of our common stock that you owned at the close of business on the record date, provided that on the record date those shares were either held directly in your name as the stockholder of record or were held for you as the beneficial owner through a bank, broker, or other intermediary.date. As of that date, there were 90,006,59295,551,903 shares of common stock outstanding entitled to vote. There is no other class of voting securities outstanding.
What is the difference between holding shares as a stockholder of record and holding shares as a beneficial owner?
As summarized below, there are someKey distinctions between shares held of record and those owned beneficially.beneficially are summarized below.
Stockholder of RecordRecord.. If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you are considered to be the stockholder of record with respect to those shares, and we have sent the Notice of Internet Availability directly to you. As a stockholder of record, you have the right to grant your voting proxy directly to us or to vote during the live webcast of the Annual Meeting.